Equity-Based Compensation Awards

3 Months Ended

Mar. 31, 2026

Share-Based Payment Arrangement [Abstract]

Overview

We and certain of our subsidiaries have entered into incentive compensation award agreements to grant profits interests, restricted stock units ("RSUs"), performance stock units ("PSUs") and other incentive awards to our employees, our Manager, as defined within NOTE 11 – Related Party Transactions, and non-employee directors. The following table summarizes compensation cost we recognized in connection with our equity-based compensation awards for the periods indicated:


	Three Months Ended March 31,
	2026		2025
Equity-based compensation expense:	(in thousands)
Liability-classified profits interest awards	$	1,071	$	413
Equity-classified profits interest awards	—		193
Equity-classified LTIP RSU awards	1,856		631
Equity-classified LTIP PSU awards	461		69
Equity-classified Manager PSUs	21,112		25,332
Total equity-based compensation expense	$	24,500	$	26,638
Tax benefit related to equity-based compensation awards	$	5,417	$	—

Our incentive compensation awards may contain certain service-based, performance-based, and market-based vesting conditions, which are further discussed below.

Equity-classified LTIP RSU Awards

During the three months ended March 31, 2026, we did not grant any equity-classified LTIP RSU awards. In April 2026, we granted 1.8 million equity-classified LTIP RSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain directors, officers and employees. Each LTIP RSU represents the contingent right to receive one share of Class A Common Stock. The grant date fair value was $12.73 per LTIP RSU. The LTIP RSUs will vest over a period of one to three years, with equity-based compensation expense recognized ratably over the applicable vesting period. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to APIC on our condensed consolidated balance sheets.

Equity-classified LTIP PSU Awards

During the three months ended March 31, 2026, we did not grant any equity-classified LTIP PSU awards. In April 2026, we granted 0.5 million equity-classified LTIP PSUs under the Crescent Energy Company 2021 Equity Incentive Plan to certain officers and employees. Each LTIP PSU represents the right to receive one share of Class A Common Stock, on such LTIP PSUs performance period end date, modified by an amount ranging from 0% to 240% based on certain absolute and relative shareholder return components. The grant date fair value was $22.75 per LTIP PSU. Compensation cost for these awards is presented within General and administrative expense on the condensed consolidated statements of operations with a corresponding credit to APIC on our condensed consolidated balance sheets.

Equity-classified Manager PSU Awards

In March 2026, the certification of the Company's level of achievement with respect to the Target PSU (as defined below) for the first and second three-year performance period, or tranches, of the incentive compensation granted to the Manager under the Crescent Energy Company 2021 Manager Incentive Plan (the “Incentive Compensation") was completed. As a result, such tranches were settled and the number of shares of our Class A Common Stock outstanding increased by 2.1 million shares accordingly. Additionally, the number of equity-classified PSU target shares of Class A Common Stock related to the Incentive Compensation increased by approximately 0.1 million shares for the three months ended March 31, 2026. We accounted for this increase as a change in estimate and recognized additional expense of $2.1 million for the three months ended March 31, 2026. For more information on the Incentive Compensation, including the performance-based vesting criteria applicable thereto, see NOTE 11 – Related Party Transactions - Management Agreement.

Crescent Energy Co 10-Q